TERMS OF USE

TERMS OF USE

Please read these terms carefully. This is a binding agreement between HappiLabs, Inc. (referred to as “Company,” “we,” “us” or “our”) and any person who accesses or establishes a connection to the Services (“you” or “User”). By using or otherwise accessing the Services, or indicating your assent hereto by clicking “I agree” or similarly expressing acceptance where other options exist, you will be deemed to have accepted the terms of this agreement. The Company retains any rights not specifically granted to you in this agreement.

ACCESS TO THIS SITE

To access any part of this website, https://www.happilabs.org/ (the “Website”), mobile application called The Virtual Lab Manager (the “App”), or other software, resources or services available through the Website or App (all of the foregoing, the “Services”), you agree to comply with all of the terms of this agreement. In order to use some or all of the Services, you may be asked to provide registration information. It is a condition of your use of the Services that all the information you provide is correct, current, and complete. If the Company believes the information you provide is inaccurate, the Company may terminate or suspend your access to the Services.

You agree that the Company may, without prior notice for any reason or no reason, immediately terminate your account and access to the Services. You agree that all terminations for cause shall be made in the Company’s discretion and that the Company shall not be liable to you or any third-party for any termination of your account.

HOW THE SERVICES WORK

The Services allow users to request that the Company do some or all of the following for their scientific laboratories:

Search for and purchase certain products;
Organize safety files;
Track shipments; and
Other tasks relating to the management and operations of their laboratories.

The App makes it easier for a user to request a product for purchase and track its shipment following purchase. Using the App, a user can take a photograph of the desired product, which is automatically sent to the Company, and indicate the quantity of product needed and any instructions and other notes for the Company.

FEES

Access to certain Services requires payment of a monthly subscription fee and any applicable taxes (the “Monthly Fee”). The Company determines your subscription level based on a number of factors, including the current and projected number of scientists, estimates of the number of orders that you will place each month, and estimated time required for the Company to perform the services each month. The Company may adjust your subscription level at any time upon 30 days’ prior written notice. If applicable to the Services you are engaging the Company for, the Company will invoice you the Monthly Fee on the 1st of the month, and you have 30 days to pay. You acknowledge that you will pay the Company the Monthly Fee where enrollment has been made using your credit card (whether by you personally or by someone else in your organization on your behalf) or another payment method on file with the Company. If paying for the subscription with a credit card, you (a) agree to an additional 3% fee so that the Company can offset credit card fees, and (b) certify to the Company that you are at least 18 years of age and that you are the cardholder of the credit card, or that you are certifiably at least 13 years of age and expressly authorized by the cardholder to enroll in the Services. You further acknowledge that your obligation to pay the Monthly Fee does not depend on use of the Services, and that you remain obligated to pay the Company for the Services regardless of whether or not the Services are used.

The Company will not charge a fee in addition to the Monthly Fee without your approval.

AUTOMATIC RENEWAL OF SUBSCRIPTION

Your subscription, if applicable, will renew automatically at the end of the current term. Subscription renewal will be charged at the subscription price then in effect (not including any special offers that may be valid for new members or other specific groups), which may be higher than the price in effect during the previous term. You must cancel subscription with 30 days’ written notice to HappiLabs to avoid incurring further charges in the next applicable billing cycle. Your payment method on file with the Company will be automatically charged unless you have notified the Company in accordance with Section 5 that you wish to cancel the subscription.

CANCELLATION

You may cancel your subscription, if applicable, at any time. However, the Company does not prorate any Monthly Fee upon termination or cancellation and does not refund any such amounts for any term already charged. You may cancel your account for the Services by calling Customer Service at 312-569-0161 or emailing hello@happilabs.org or your HappiLabs account manager. Telephone calls are accepted only during business hours and may result in delays of cancellation. Communications other than the foregoing, including notifying your credit card company or bank that you no longer wish to be a member, will not serve as valid means of cancellation.

All provisions of these Terms of Use which by their nature should survive cancellation of your account shall survive, including, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

PRIVACY

The Company’s Privacy Policy, located at privacy policy, describes the Company’s collection and use of your personal and other information.

RESTRICTIONS ON USE

You may access the Services only for use by your organization. You may not use the Services for any other purpose. You may not, for example, (i) modify, publish, distribute, transmit, systematically download, use automated means to index or extract data from, participate in the transfer or sale or rental of, translate, create derivative works from, frame, co-brand, or in any way exploit any part of the Services other than for personal use or as specifically permitted in this agreement, without the Company’s written consent, or (ii) use the Services in any harmful or illegal manner or interfere with any party’s use or enjoyment of the Services. You agree to cooperate with the Company in causing any of your unauthorized use of the Services to immediately cease.

OWNERSHIP

The Company owns all right, title and interest in and to the Services, including all intellectual property rights therein. The material accessible from the App and Website, including text, data, images, interfaces and other materials or works of authorship (the “Content”) is owned or licensed by the Company. You may not copy, distribute, republish, upload, post, or transmit Content in any way without the prior written consent of the Company, except that you may print out limited portions of the Content solely for your personal use. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. The Company has the right to modify, manage or eliminate any Content at any time. The Company’s name, logos, and other product and service identifiers are the Company’s trademarks. All other trademarks appearing on the App and Website are the property of their respective owners. No rights are granted to you in these trademarks.

USER SUBMISSIONS

A “Submission” means any photograph or other information that Users provide to us via any post, upload, input or other submission to the Services. You represent that you own or otherwise possess all of the rights to any Submissions. You are solely responsible for any violation under any theory of law that may be alleged relating to your Submissions, and any damages resulting therefrom. You may not post, send, submit, publish, or transmit in connection with the Services any material that (a) you do not have the right to post, including proprietary material of any third party; (b) contains information obtained illegally or advocates illegal activity or discusses an intent to commit an illegal act; (c) is vulgar, obscene, abusive or threatening; (d) libels, defames, or invades the privacy of other Users; (e) does not pertain directly to the subject matter of the Services or advertises another product or service; (f) includes programs that contain viruses, worms, or any other malicious computer code; or (g) contains hyperlinks to other sites that contain content that falls within the descriptions set forth above. Without limiting the foregoing responsibilities of the Users, the Company may monitor use of the Services to determine compliance with this agreement. The Company may remove or refuse Submissions for any reason.

THIRD PARTY TOOLS

The Services may be linked to other online tools that are not owned or operated by the Company. These links are used to improve the Services. The Company has no control over such online tools and is not liable for any content, advertising, products, services or other materials on or available from such tools. Nonetheless, we wish to protect the Users, and we therefore invite feedback about the tools that are linked to the Services.

SECURITY AND SECURITY VIOLATIONS

You are responsible for the security of your own password and for all activities that occur through the use of your account if accessed with your password, including liability for damages resulting from misuse. If you use a password that the Company considers insecure, the Company may require you to change the password or terminate your account. You may not attempt to violate the security of the Services, or use the Services to violate the security of other persons or websites or to violate the law, including by: (a) accessing data not owned by or intended for you or logging into an account that you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures; (c) attempting to interfere with service to any User, host or network, including without limitation, by submitting a virus to the Services; (d) sending unsolicited e-mail; (e) forging any TCP/IP packet header or any part of the header information in any e-mail; or (f) attempting to alter, make derivative works of, copy, disassemble or reverse engineer any of the software making up any part of the Services. The Company will take all reasonably necessary steps to investigate suspected violations of this agreement. The Company reserves the right to involve and fully cooperate with any law enforcement authorities and comply with court orders requesting or directing the Company to disclose the identity of anyone engaging in conduct that is believed to violate the law. The Company further reserves the right, in its discretion, to release your details to system administrators at other sites in order to assist them in resolving security incidents. You release the Company from and against any action taken by the Company during or as a result of its investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.

IMPORTANT DISCLAIMERS

Your use of the Services is at your own risk. The Services are provided on an “as is” and “as available” basis. The Company disclaims any warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and any warranties arising out of course of dealing or usage of trade. By way of illustration, and without limiting the generality of the disclaimer in the paragraph above, the Company disclaims any warranty that:

The Services will be uninterrupted or error-free, or that defects will be corrected;
The App, Website or the server that makes the Services available are free of viruses or other harmful components; or
The Content is accurate, complete, or free of typographical errors.

The inclusion or offering for sale of any product or service as part of the Services does not constitute an endorsement or recommendation by the Company, and you agree not to make any claim against the Company relating to the purchase of these products or services.

LIMITATION ON LIABILITY

The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors shall not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if the Company has been advised of the possibility of such damages. In no event will the collective liability of the Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to any party (regardless of the form of action, whether in contract, tort, or otherwise) exceed $500.

INDEMNIFICATION

To the maximum extent permitted by law, you shall indemnify the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from and against all third-party claims, liabilities and expenses, including legal fees and costs, relating to your use of the Services or your breach of any representation contained in this agreement. The Company reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claim for which you are obligated to provide indemnification under this section. You shall fully cooperate as reasonably required in the defense of any claim.

AMENDMENT

This agreement constitutes the entire agreement between the parties relating to the subject matter contained herein. The Company may modify this agreement at any time by posting the revised terms on the App or Website and providing you with the opportunity to accept or reject the modifications during your next sign-on to the Services. If you do not agree to the modifications, you may be required to cease your access to the Services. Continued use or access of the Service after modification will constitute your acceptance of this agreement as modified.

DISPUTE RESOLUTION; WAIVER

All disputes relating to the interpretation of this agreement or the rights of the parties hereunder will be exclusively settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Disputes involving $75,000 or less shall use the AAA’s Expedited Rules. The parties shall mutually agree upon a single commercial arbitrator, and in the absence of agreement, the AAA shall select the arbitrator. The place of arbitration shall be Chicago, Illinois. The parties will share equally in the costs of arbitration payable to the AAA, including the arbitrator. The award of the arbitrator will be accompanied by a reasoned opinion. Judgment on an arbitration award may be entered in accordance with the Federal Arbitration Act in any federal court having jurisdiction. You acknowledge and agree that you and the Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. The parties to this agreement may, notwithstanding the above, seek equitable relief in any proper court to enjoin a breach or threatened breach of any obligations under this agreement that might cause irreparable harm (without any requirement to post bond).

MISCELLANEOUS

This agreement shall be governed and interpreted pursuant to the laws of the State of Illinois, United States of America, without regard to its choice of law rules. If any part of this agreement is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notices or other communications permitted or required hereunder will be in writing and given by the Company via e-mail, to the address that you provided when registering for the Services, and will be effective upon transmission.

CONTACT AND FEEDBACK

We welcome and encourage feedback, comments and suggestions for improvements to the Services (“Feedback”). You may submit Feedback by emailing us at hello@happilabs.org. You agree that all Feedback will become the sole and exclusive property of the Company and you hereby irrevocably assign to the Company all of your right in and to all Feedback.

If you are a resident of California, you may request additional information or submit claims or complaints regarding the Services by calling the Complaint Assistance Unit of the Division of Consumer Services of California Department of Consumer Affairs at (916) 445-1254, or in writing at:

Complaint Assistance Unit Division of Consumer Services California Department of Consumer Affairs 1625 N. Market Blvd., Suite N 112 Sacramento, California 95834

Last updated: July 16, 2019